<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] for the fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transition period from ___________ to
____________
Commission file number 1-5407
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Whittaker Corporation Partnership Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Whittaker Corporation
10880 Wilshire Boulevard
Los Angeles, California 90024
<PAGE>
Audited Financial Statements
and Supplemental Schedules
Whittaker Corporation Partnership Plan
Years ended December 31, 1994 and 1993
with Report of Independent Auditors
<PAGE>
Whittaker Corporation Partnership Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1994 and 1993
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors.............................. 1
Audited Financial Statements
Statements of Net Assets Available for Benefits............. 2
Statements of Changes in Net Assets Available for Benefits.. 3
Notes to Financial Statements............................... 4
Supplemental Schedules
Assets Held for Investment Purposes.......................... 18
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets................................ 20
</TABLE>
<PAGE>
[LOGO OF ERNST & YOUNG LLP]
. 515 South Flower Street . Phone 213 977 3200
Los Angeles, California 90071
Report of Independent Auditors
To the Administrative Committee
Whittaker Corporation Partnership Plan
We have audited the accompanying statements of net assets available for benefits
of the Whittaker Corporation Partnership Plan (the "Plan") as of December 31,
1994 and 1993, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1994, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules have
been subjected to the auditing procedures applied in the audit of the 1994
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1994 financial statements taken as a whole.
June 26, 1995
/s/ERNST & YOUNG LLP
1
<PAGE>
Whittaker Corporation Partnership Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1994 1993
------------------------
<S> <C> <C>
Assets
Cash $ 732,046 $ -
Investments, at fair value (Note 3) 32,485,991 24,897,733
Receivables:
Contributions 483,857 251,207
Accrued interest and dividends 82,517 50,483
Other 164,825 28,946
------------------------
Total assets 33,949,236 25,228,369
------------------------
Liabilities
Accrued expenses 96,074 52,287
Other 147,133 66,234
------------------------
Total liabilities 243,207 118,521
------------------------
Net assets available for benefits $33,706,029 $25,109,848
========================
</TABLE>
See accompanying notes.
2
<PAGE>
Whittaker Corporation Partnership Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1994 1993
---------------------------
<S> <C> <C>
Additions
Contributions from participants $ 1,830,679 $ 1,736,515
Contributions from employer 784,292 736,235
Interest and dividend income 1,315,010 684,997
Plan merger (Note 6) 8,821,466 -
---------------------------
12,751,447 3,157,747
Deductions
Distributions to participants (Note 2) 4,638,110 7,079,076
Administrative expenses 185,714 127,508
---------------------------
4,823,824 7,206,584
---------------------------
7,927,623 (4,048,837)
Net realized and unrealized appreciation in fair value
of investments (Note 3) 668,558 1,222,693
---------------------------
Net increase (decrease) 8,596,181 (2,826,144)
Net assets available for benefits at beginning of year 25,109,848 27,935,992
---------------------------
Net assets available for benefits at end of year $33,706,029 $25,109,848
===========================
</TABLE>
See accompanying notes.
3
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements
December 31, 1994
1. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Whittaker Corporation Partnership
Plan (the "Plan") (formerly the Whittaker Corporation Savings and Stock
Investment Plan) are prepared on the accrual basis of accounting.
Valuation of Investments
Investments in securities are stated at fair value. The investments in Whittaker
Corporation and BioWhittaker, Inc. common stock are stated at fair value based
on closing sales prices on the last business day of the year. Deposits with
insurance companies are stated at contract value. Contract value represents
contributions made under the contract plus interest at the contract rate, less
periodic distributions.
Investments in mutual funds are based upon redemption value on the last business
day of the year as determined by the investment manager. The investment in the
Bankers Trust Company BT Pyramid Equity Index Fund, which is principally a
portfolio of common stocks included in the Standard and Poor's Composite Index
of 500 stocks, is stated at the market value of the fund portfolio as computed
by Bankers Trust Company.
Investments in the Schwab Retirement Money Fund, Bankers Trust Company BT
Pyramid Discretionary Account Cash Fund, and Bankers Trust Company BT Pyramid
Directed Account Cash Fund, all of which are short-term investment funds, are
carried at cost which approximates fair value.
2. Description of the Plan
The Plan is a defined contribution plan to which eligible employees may
voluntarily elect to contribute stated percentages of their compensation (as
defined). Generally, an employee of Whittaker Corporation (the Company) is
eligible to become a participant after completion of 90 days of eligibility
service. Participants should refer to the Summary Plan Description for more
complete information.
4
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Contributions
Participants may voluntarily contribute through salary deferrals up to 12% of
aggregate compensation received during all periods of participation. Effective
January 1, 1994, salary deferral contributions were limited to $9,240 per
calendar year, subject to upward adjustment pursuant to the Internal Revenue
Code.
The Company contributes on behalf of the participant an amount which is based on
the participant's contributions. The Company's matching contributions are
invested primarily in the Whittaker Common Stock Fund.
In addition to matching contributions, starting with the 1995 fiscal year, the
Company, at the discretion of the Board of Directors, may contribute on behalf
of the participant amounts based on the attainment of certain pre-established
goals for the Company, subject to certain limitations.
Investment Options
The individual accounts of each participant are held and invested by the Charles
Schwab Trust Company (the "Trustee") in one or more of the following funds, in
accordance with the available investment options selected by the participant:
Whittaker Common Stock Fund - An unsegregated fund which may only invest
in Common Stock of the Company and securities convertible into Common Stock
of the Company, or warrants or other rights to purchase Common Stock of the
Company received as a result of holdings of such Common Stock.
Diversified Portfolio Fund - An unsegregated fund which may only invest in
equity or other securities including, but not limited to, common stock,
preferred stock, securities convertible into stock, interest-bearing
securities, cash and cash equivalents, options, puts, calls or similar
arrangements, and pooled funds maintained by the Trustee and invested in
any of the foregoing securities, provided that no such investment may be
made in securities issued by the Company. Since September 1, 1988, this
Fund has been invested in the Bankers Trust Company BT Pyramid Equity Index
Fund. Effective November 1, 1994, this fund was
5
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
discontinued as an investment alternative under the Plan. Amounts held in
this fund were transferred to one or more of the other investment funds
based on the direction of each participant.
Stable Value Asset Fund - An unsegregated fund invested primarily in
guaranteed-income contracts issued by various insurance companies, and
high quality money market instruments. The fund may also invest in U.S.
government and U.S. government agency securities. Prior to November 1,
1994, this fund was known a the Fixed Income Fund (Fund C).
BioWhittaker, Inc. Common Stock Fund - An unsegregated fund invested in
BioWhittaker, Inc. common stock. This fund was established in December 1991
as a result of Whittaker Corporation's spin off of BioWhittaker, Inc. and a
resulting distribution of BioWhittaker, Inc. common stock to the Plan. No
future contributions or transfers can be directed to this fund.
Participant Loan Fund - Plan participants may borrow the lesser of $50,000
or one half of the participants' vested value in certain accounts. Amounts
borrowed must be repaid within five years, unless the loan is used for the
purchase of a primary residence, which requires repayment within 15 years.
Interest is charged at the trustee's prime rate at the date of loan
approval.
Effective November 1, 1994, the Plan added four additional investment options as
follows:
High Quality Intermediate Corporate Bond Fund - Invested in The Fidelity
Intermediate Bond Fund, a mutual fund which invests in high-quality
corporate obligations, U.S. government securities, obligations of major
U.S. banks, prime commercial paper, and other similar instruments.
Balanced Fund - Invested in T. Rowe Price Balanced Fund, a mutual fund which
invests approximately 60% of its assets in common stocks and at least 25%
of its assets in senior fixed income securities. The fund may invest up to
15% of its assets in foreign securities, and up to 20% of its assets in
mortgage-backed securities. The fund may also invest up to 10% of its
assets in debt securities rated below investment grade.
6
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Growth Fund - Invested in Twentieth Century Growth Investors, a mutual fund
which invests in equity securities of large, established companies having
positive trends in both earnings and revenues, and a high degree of
liquidity. Up to 10% of fund assets may be held in cash.
International Equity Fund - Invested in The Templeton Foreign Fund, a mutual
fund which invests primarily in stocks and debt securities of companies
outside of the U.S. It maintains a flexible investment policy and can
invest in a broad variety of different types of securities and in any
foreign country, developed or undeveloped. The fund may invest up to 5% of
its assets in medium-quality or high-risk lower-quality debt securities.
Vesting
Amounts (other than profit sharing contributions) allocated to a participant's
account are fully vested. Amounts allocated to a participant's profit sharing
account become vested at 20% per year of eligibility service, beginning in the
third year of service, and are fully vested with seven or more years of service.
Unallocated Plan Assets
During 1992, the Whittaker Common Stock Fund received certain amounts
representing its share of the proceeds from a class action legal settlement. It
has not yet been determined how these unallocated Plan assets will be allocated
among current and former participants.
Distributions
Distributions are payable to participants or their beneficiaries in a lump-sum
amount equal to their account balances upon retirement, disability, death or
termination of employment. At December 31, 1994 and 1993, there were $67,823 and
$274,783, respectively, of distributions payable to terminated, retired, or
withdrawing employees.
7
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Termination Provisions
The Company has the right to discontinue its contributions at any time and to
terminate the Plan. In the event of such termination, participants will receive
a distribution equal to the vested value of their individual accounts.
3. Investments
The Plan's investments are held by a bank-administered trust fund. During 1994
and 1993, the Plan's investments (including investments bought, sold, as well as
held during the year) appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-------------------------------
<S> <C> <C>
Year ended December 31, 1994:
Schwab Retirement Money Fund $ - $ 2,874,697
Commercial paper - 2,985,669
Bankers Trust Company BT Pyramid Equity
Index Fund 251,594 -
Whittaker Corporation Common Stock 1,015,473 5,387,391
BioWhittaker, Inc. Common Stock 49,875 733,226
Participant loans - 1,605,946
The Fidelity Intermediate Bond Fund (2,032) 1,246,242
T. Rowe Price Balanced Fund (77,970) 3,608,107
Twentieth Century Growth Investors (482,638) 3,702,930
The Templeton Foreign Fund (85,744) 2,993,060
Amounts held by insurance companies
in group annuity contracts - 7,348,723
-----------------------------
$ 668,558 $32,485,991
=============================
</TABLE>
8
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
3. Investments (continued)
<TABLE>
<CAPTION>
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-------------------------------
<S> <C> <C>
Year ended December 31, 1993:
Bankers Trust Company BT Pyramid
Discretionary Account Cash Fund $ - $ 476,690
Bankers Trust Company BT Pyramid Directed
Account Cash Fund - 1,412,919
Bankers Trust Company BT Pyramid Equity
Index Fund 670,737 6,731,623
Whittaker Corporation Common Stock 1,479,846 5,314,449
BioWhittaker, Inc. Common Stock (791,994) 1,276,182
Participant loans - 1,152,626
Amounts held by insurance companies in
group annuity contracts (135,896) 8,533,244
-----------------------------
$1,222,693 $24,897,733
=============================
</TABLE>
9
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
December 31
1994 1993
--------------------------
<S> <C> <C>
Schwab Retirement Money Fund $ 2,874,697 $ -
Bankers Trust Company BT Pyramid Directed Account Cash Fund - 1,412,919
Bankers Trust Company BT Pyramid Equity Index Fund - 6,731,623
Whittaker Corporation Common Stock 5,387,391 5,314,449
BioWhittaker, Inc. Common Stock - 1,276,182
Aetna Life Insurance Company, Group Annuity Contract,
5.22%, 50% matures February 17, 1997, remainder
matures September 15, 1997 - 1,529,350
Commonwealth Life Insurance Company, Group Annuity
Contract, variable %, one year advance written notice
for withdrawal - 2,083,364
T. Rowe Price Balanced Fund 3,608,107 -
Twentieth Century Growth Investors 3,702,930 -
The Templeton Foreign Fund 2,993,060 -
</TABLE>
At December 31, 1994, the Stable Value Asset Fund held $7,348,723 of group
annuity contracts with six separate insurance companies. Total annual principal
installments to be received under these contracts, based on contract terms, are
as follows:
<TABLE>
<CAPTION>
Years ending December 31,
- -------------------------
<S> <C>
1995 $ 562,351
1996 3,648,048
1997 1,609,182
1998 1,529,142
----------
$7,348,723
==========
</TABLE>
Early withdrawals are permitted under certain of these contracts but are subject
to adjustments, the most restrictive of which is a forfeiture of interest on
amounts withdrawn and that any withdrawals will reduce the next scheduled
installment.
10
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
3. Investments (continued)
At December 31, 1994, the Stable Value Asset Fund held an investment of $488,896
in a group annuity contract with Aurora National Life Assurance Company (ANLAC).
In April 1991, Executive Life Insurance Company (ELIC), which was the original
issuer of the contract, was placed in a court-supervised conservatorship by the
California State Insurance Commissioner. The ELIC contract, which was scheduled
to mature January 9, 1993, went into default on that date. A realized loss of
$135,896 was recognized during 1993 to reflect the contract at its restructured
value. During 1993, the contract was transferred to ANLAC by reinsurance and
assumption after being restructured, pursuant to the order of the California
Superior Court. The ANLAC contract value of $488,896 is based on values received
from ELIC, which values are subject to verification and audit by ANLAC.
Each participant's share in the Executive Life group annuity contract as of June
30, 1991, has been segregated within the Stable Value Asset Fund, and a detailed
record of such is being maintained by the Trustee. Accordingly, Stable Value
Asset Fund (formerly the Fixed Income Fund) distributions, transfers, and
withdrawals after June 1991 do not include the segregated asset and new
contributions have not been affected.
11
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. Investment Funds
The net assets available for benefits as of December 31, 1994 and 1993, for each
investment fund are as follows:
<TABLE>
<CAPTION>
Whittaker Stable Corporate
1994 Common Stock Value Asset Bond Balanced Growth
Fund Fund Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Cash $ 721,657 $ 462 $ - $ 1,481 $ 1,530
Investments 5,977,085 12,614,318 1,246,242 3,608,107 3,702,930
Contributions receivable 140,186 122,832 21,945 57,865 67,453
Accrued interest and dividends - 53,224 - - -
Other 8,070 20,936 6,927 23,621 29,352
-------------------------------------------------------------------------------------
Total assets 6,846,998 12,811,772 1,275,114 3,691,074 3,801,265
-------------------------------------------------------------------------------------
Liabilities
Accrued expenses 18,601 42,930 3,543 9,743 10,629
Interfund payable (receivable) 137,047 24,094 18,971 4,217 (123,514)
Other 22,252 - - - -
-------------------------------------------------------------------------------------
Total liabilities 177,900 67,024 22,514 13,960 (112,885)
-------------------------------------------------------------------------------------
Net assets available for
benefits $6,669,098 $12,744,748 $1,252,600 $3,677,114 $3,914,150
=====================================================================================
</TABLE>
<TABLE>
<CAPTION>
Whittaker Diversified Fixed BioWhittaker Participant
Common Stock Portfolio Income Common Stock Loan
1993 Fund Fund Fund Fund Fund Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments $6,085,119 $6,731,623 $9,583,374 $1,344,991 $1,152,626 $24,897,733
Contributions receivable 95,526 80,930 74,751 - - 251,207
Accrued interest 1,964 95 42,306 181 5,937 50,483
Other - - - - 28,946 28,946
---------------------------------------------------------------------------------------------------
Total assets 6,182,609 6,812,648 9,700,431 1,345,172 1,187,509 25,228,369
---------------------------------------------------------------------------------------------------
Liabilities
Accrued expenses 10,749 12,988 25,415 3,135 - 52,287
Interfund payable
(receivable) 53,042 (35,874) (71,710) 64,305 (9,763) -
Other 21,588 - - - 44,646 66,234
---------------------------------------------------------------------------------------------------
Total liabilities 85,379 (22,886) (46,295) 67,440 34,883 118,521
---------------------------------------------------------------------------------------------------
Net assets available for
benefits $6,097,230 $6,835,534 $9,746,726 $1,277,732 $1,152,626 $25,109,848
===================================================================================================
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
International BioWhittaker Participant
Equity Common Loan
Fund Stock Fund Fund Total
- --------------------------------------------------------------
<C> <C> <C> <C>
$ 1,466 $ 928 $ 4,522 $ 732,046
2,993,060 733,226 1,611,023 32,485,991
73,576 - - 483,857
29,293 - - 82,517
15,713 - 60,206 164,825
- --------------------------------------------------------------
3,113,108 734,154 1,675,751 33,949,236
- --------------------------------------------------------------
8,857 1,771 - 96,074
(6,136) 7,865 (62,544) -
- - 124,881 147,133
- --------------------------------------------------------------
2,721 9,636 62,337 243,207
- --------------------------------------------------------------
$3,110,387 $724,518 $1,613,414 $33,706,029
==============================================================
</TABLE>
13
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. Investment Funds (continued)
For the years ended December 31, 1994 and 1993, the changes in net assets
available for benefits of each investment fund are as follows:
<TABLE>
<CAPTION>
Whittaker Diversified Stable Corporate
1994 Common Stock Portfolio Value Asset Bond Balanced
Stock Fund Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions
Contributions from participants $ 222,366 $ 549,993 $ 724,762 $ 34,265 $ 84,050
Contributions from employer 687,154 14,226 60,225 2,900 5,977
Loan repayments 118,018 88,785 191,854 4,528 16,540
Interest and dividend income 21,070 23,225 553,160 822 97,120
Plan merger 480,580 - 1,616,579 481,536 2,030,106
------------------------------------------------------------------------------------
Total additions 1,529,188 676,229 3, 146,580 524,051 2,233,793
Deductions
Distributions 959,394 1,075,796 2,036,129 - -
Administrative expenses 31,719 17,667 98,551 3,543 9,743
Loans issued 135,145 89,676 324,518 11,202 17,485
Interfund transfers, net 846,535 6,580,218 (2,310,640) (745,326) (1,548,519)
------------------------------------------------------------------------------------
Total deductions 1,972,793 7,763,357 148,558 (730,581) (1,521,291)
------------------------------------------------------------------------------------
(443,605) (7,087,128) 2,998,022 1,254,632 3,755,084
Net appreciation
(depreciation) in fair value
of investments 1,015,473 251,594 - (2,032) (77,970)
------------------------------------------------------------------------------------
Net increase (decrease) 571,868 (6,835,534) 2,998,022 1,252,600 3,677,114
Net assets available for
benefits at beginning of year 6,097,230 6,835,534 9,746,726 - -
------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $6,669,098 $ - $12,744,748 $1,252,600 $3,677,114
====================================================================================
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
International BioWhittaker Participant
Growth Equity Common Loan
Fund Fund Stock Fund Fund Total
- ---------------------------------------------------------------------------
<C> <C> <C> <C> <C>
$ 103,097 $ 112,146 $ - $ - $ 1,830,679
5,954 7,856 - - 784,292
19,030 13,536 - (452,291) -
534,646 29,293 541 55,133 1,315,010
2,271,714 1,375,875 - 565,076 8,821,466
- ---------------------------------------------------------------------------
2,934,441 1,538,706 541 167,918 12,751,447
- - 226,939 339,852 4,638,110
10,629 8,857 5,005 - 185,714
14,680 18,428 21,588 (632,722) -
(1,487,656) (1,684,710) 350,098 - -
- ---------------------------------------------------------------------------
(1,462,347) (1,657,425) 603,630 (292,870) 4,823,824
- ---------------------------------------------------------------------------
4,396,788 3,196,131 (603,089) 460,788 7,927,623
(482,638) (85,744) 49,875 - 668,558
- ---------------------------------------------------------------------------
3,914,150 3,110,387 (553,214) 460,788 8,596,181
- - 1,277,732 1,152,626 25,109,848
- ---------------------------------------------------------------------------
$3,914,150 $ 3,110,387 $ 724,518 $1,613,414 $33,706,029
===========================================================================
</TABLE>
15
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. Investment Funds (continued)
<TABLE>
<CAPTION>
Whittaker Diversified Fixed BioWhittaker Participant
1993 Common Portfolio Income Common Loan
Stock Fund Fund Fund Stock Fund Fund Total
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Contributions from
participants $ 230,600 $ 710,080 $ 795,835 $ - $ - $ 1,736,55
Contributions from employer 675,144 13,861 47,230 - - 736,235
Loan repayments 118,107 136,758 229,760 - (484,625) -
Interest income 20,030 3,333 590,740 824 70,070 684,997
--------------------------------------------------------------------------------------------------
Total additions 1,043,881 864,032 1,663,565 824 (414,555) 3,157,747
Deductions
Distributions 1,608,078 1,513,029 3,077,142 555,043 325,784 7,079,076
Administrative expenses 22,524 26,637 70,395 7,952 - 127,508
Reclassification of
participant loans 267,253 323,340 557,434 82,331 (1,230,358) -
Loans issued 102,961 227,324 295,090 37,232 (662,607) -
Interfund transfers, net 329,816 (162,732) (298,784) 131,700 - -
--------------------------------------------------------------------------------------------------
Total deductions 2,330,632 1,927,598 3,701,277 814,258 (1,567,181) 7,206,584
--------------------------------------------------------------------------------------------------
(1,286,751) (1,063,566) (2,037,712) (813,434) 1,152,626 (4,048,837)
Net appreciation
(depreciation) in fair
value of investments 1,479,846 670,737 (135,896) (791,994) - 1,222,693
--------------------------------------------------------------------------------------------------
Net increase (decrease) 193,095 (392,829) (2,173,608) (1,605,428) 1,152,626 (2,826,144)
Net assets available for
benefits at beginning of
year 5,904,135 7,228,363 11,920,334 2,883,160 - 27,935,992
--------------------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $ 6,097,230 $ 6,835,534 $ 9,746,726 $ 1,277,732 $ 1,152,626 $25,109,848
==================================================================================================
</TABLE>
16
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
5. Income Tax Status
The Company has received a favorable determination letter from the Internal
Revenue Service that the Plan qualifies, in form, under Sections 401(a) and
401(k) of the Internal Revenue Code (the "Code") and the underlying trust is,
therefore, exempt from tax under Section 501(a) of the Code. Once qualified, the
Plan is required to operate in conformity with the Code to maintain its
qualification. The Administrative Committee has indicated that it is not aware
of any events which would cause the Plan to become disqualified in operation.
6. Plan Merger
On March 27, 1994, Whittaker Corporation acquired the assets and business of
Systron-Donner Safety Systems. Whittaker Corporation assumed the defined
contribution plan sponsored by the previous owners of the business and renamed
it the Whittaker Corporation Safety Systems Division Retirement Plan (the Safety
Systems Plan). The Safety Systems Plan was operated for the benefit of eligible
employees of the Safety Systems Division of the Company through October 31,
1994, at which time it was merged into the Whittaker Corporation Savings and
Stock Investment Plan. The vested value of participant accounts of the Safety
Systems Plan of $8,821,466 was transferred to the Plan during November 1994.
7. Future Accounting Requirements
Statement of Position 94-4, "Reporting of Investment Contracts Held by Health
and Welfare Benefit Plans and Defined Contribution Pension Plans" (SOP 94-4)
requires that certain investment contracts purchased after December 15, 1993 be
recorded at fair value beginning on January 1, 1995. Certain contracts purchased
before that date must be recorded at fair value beginning January 1, 1996. The
change from contract value to fair value is recognized as a cumulative effect of
a change in accounting principle. The Company does not anticipate that the
cumulative effect of the change in accounting principle will be significant in
either 1995 or 1996, based on the contracts currently held by the Plan and their
fair values as of December 31, 1994.
17
<PAGE>
Whittaker Corporation Partnership Plan
Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
Shares/Face Current
Identity of Issues Amount Cost Value
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Charles Schwab Family of Funds*
Schwab Retirement Money Fund $2,874,697 $2,874,697 $2,874,697
National Rural Utility, Commercial Paper,
5.87% discount, matures January 23, 1995 $1,000,000 995,924 995,924
Philip Morris Companies, Commercial
Paper, 5.87% discount, matures January 30, 1995 $1,000,000 994,945 994,945
Reed Elsevier Inc., Commercial Paper, 5.85% discount,
matures January 30, 1995 $1,000,000 994,800 994,800
Whittaker Corporation* Common Stock 266,044 1,883,945 5,387,391
BioWhittaker, Inc.* Common Stock 112,804 336,363 733,226
Participant Loans* 1,605,946 1,605,946 1,605,946
Aetna Life Insurance
Company, Group Annuity Contract, 5.22%, 50% matures
February 17, 1997, remainder matures September 15, 1997 $1,609,182 1,609,182 1,609,182
Allstate Life Insurance Company, Group Annuity Contract,
8.25%, matures July 16, 1996 $ 492,073 492,073 492,073
Allstate Life Insurance Company, Group Annuity Contract,
7.35%, matures September 24, 1996 $ 313,025 313,025 313,025
</TABLE>
*Indicates a party-in-interest to the Plan.
18
<PAGE>
Whittaker Corporation Partnership Plan
Assets Held for Investment Purposes (continued)
December 31, 1994
<TABLE>
<CAPTION>
Shares/Face Current
Identity of Issue Amount Cost Value
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allstate Life Insurance Company, Group Annuity Contract,
7.39%, matures October 15, 1998 $1,040,246 $1,040,246 $ 1,040,246
Aurora National Life Assurance Company, Group Annuity
Contract, 5.61%, matures September 3, 1998 $ 488,896 488,896 488,896
Commonwealth Life Insurance Company, Group Annuity
Contract, variable %, one year advance written notice
for withdrawal $1,177,223 1,177,223 1,177,223
Continental Assurance Company, Group Annuity Contract,
4.65%, matures March 15, 1996 $1,103,375 1,103,375 1,103,375
The Life Insurance Company of Virginia, Group Annuity
Contract, 5.83%, 50% matures December 15, 1995, remainder
matures December 16, 1996 $1,124,703 1,124,703 1,124,703
The Fidelity Intermediate Bond Fund 126,779 1,248,274 1,246,242
T. Rowe Price Balanced Fund 323,887 3,686,077 3,608,107
Twentieth Century Growth Investors 197,595 4,185,565 3,702,930
The Templeton Foreign Fund 339,349 3,078,803 2,993,060
-----------
Total assets held for investment purposes $32,485,991
===========
</TABLE>
19
<PAGE>
Whittaker Corporation Partnership Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
December 31, 1994
<TABLE>
<CAPTION>
Purchase
Identity of Party Involved Description of Asset Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Category (i) - A single transactions in excess of 5% of Plan assets.
Bankers Trust Company* Bankers Trust Company BT
Pyramid Equity Index Fund $ -
The Charles Schwab Family of Funds* Schwab Retirement Money Fund 6,092,087
The Charles Schwab Family of Funds* Schwab Retirement Money Fund -
The Charles Schwab Family of Funds* Schwab Retirement Money Fund -
The Charles Schwab Family of Funds* Schwab Retirement Money Fund 8,153,065
The Charles Schwab Family of Funds* Schwab Retirement Money Fund -
The Charles Schwab Family of Funds* Schwab Retirement Money Fund 3,668,900
The Charles Schwab Family of Funds* Schwab Retirement Money Fund -
T. Rowe Price T. Rowe Price Balanced Fund 2,198,377
Franklin Templeton The Templeton Foreign Fund 1,595,874
Twentieth Century Investors Inc. Twentieth Century Growth Investors 2,377,373
</TABLE>
*Indicates a party-in-interest to the Plan.
20
<PAGE>
<TABLE>
<CAPTION>
Current Value
of Asset on
Selling Cost of Transaction Net Gain
Price Asset Date (Loss)
- ------------------------------------------------------------
<C> <C> <C> <C>
$ 6,523,237 $3,869,625 $6,523,237 $2,653,612
- 6,092,087 6,092,087 -
3,066,949 3,066,949 3,066,949 -
2,148,049 2,148,049 2,148,049 -
- 8,153,065 8,153,065 -
8,151,771 8,151,771 8,151,771 -
- 3,668,900 3,668,900 -
2,985,669 2,985,669 2,985,669 -
- 2,198,377 2,198,377 -
- 1,595,874 1,595,874 -
- 2,377,373 2,377,373 -
</TABLE>
21
<PAGE>
Whittaker Corporation Partnership Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets (continued)
December 31, 1994
<TABLE>
<CAPTION>
Number of Value of
Purchases Purchases Net Gain
Description of Assets (Sales) (Sales) (Loss)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii) - Series of securities transactions in excess
of 5% of Plan assets.
The Charles Schwab Family of Funds*
Schwab Retirement Money Fund 105 $ 23,090,071 $ -
(66) (20,215,374) -
Bankers Trust Company*
BT Pyramid Directed Account Cash Fund 51 1,467,105 -
(53) (2,880,024) -
Whittaker Corporation*
Whittaker Corporation Common Stock 14 563,365 -
(8) (984,751) 569,991
Bankers Trust Company*
BT Pyramid Directed Equity Index Fund 13 460,216 -
(10) (7,443,433) 3,018,291
T. Rowe Price, T. Rowe Price Balanced Fund 11 3,686,377 -
(1) (300) -
Franklin Templeton, The Templeton Foreign Fund 11 3,079,224 -
(1) (420) (1)
Twentieth Century Investors Inc., Twentieth Century Growth
Investors 12 4,185,868 -
(1) (300) (3)
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1994.
*Indicates a party-in-interest to the Plan.
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Whittaker Corporation Partnership Plan
Date: June 27, 1995 By: /s/ Gordon J. Louttit
----------------------------
Gordon J. Louttit
Vice President
Whittaker Corporation
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment Number
1-B to Registration Statement Number 33-04320 on Form S-4 dated March 26, 1986,
as supplemented and amended to date, Post-Effective Amendment Number 2-B to
Registration Statement Number 33-04320 on Form S-8 to Form S-4 dated June 1,
1987, and Registration Statement Number 33-35763 on Form S-8 dated July 6,
1990, of our report dated June 26, 1995, with respect to the financial
statements and schedules of the Whittaker Corporation Partnership Plan included
in this Annual Report (Form 11-K) for the year ended December 31, 1994.
ERNST & YOUNG LLP
Los Angeles, California
June 26, 1995
